The Caterpillar
by Th4t0n30v3rTh3r3
Summary: Lion-O wakes up to find himself separated from his friends and meets a new face.
1. Chapter 1

"The Caterpillar: Chapter 1"

Disclaimer: I do not own Thundercats or any of its characters

Please Read and Review!

Lion-O felt himself regaining consciousness which, if he was honest, he was a little surprised about. He hadn't opened his eyes yet but he could tell he was lying on something relatively soft. And he could feel the soft vibration of an engine.

It was then that he decided to open his eyes. He was lying on his back on a cot. There was all sorts of technology around him but it looked like ordered chaos. Like someone had taken bits of pieces of different machines and had put them together. The rest of the room was made from a dark color metal.

As he sat up, the door on the other side of the room opened. A kangaroo walked in, the door slid shut behind her, and she pressed a few buttons near the door. The lights in the room got brighter. With the extra light, Lion-O could see she was an elder animal.

She looked over to his bed and made eye contact with the young lord. She smiled broadly. "I'm glad to see you're finally awake. You were in quite the state when we found you. How do you feel?"

Lion-O, still a little groggy from sleep, was getting ready to formulate an answer but the kangaroo stepped over to the side of his cot. She gently grabbed his wrist. When she lifted it up, Lion-O saw for the first time that there was some technology strapped there. She pressed a button a small strip was ejected from the device. She gripped it between her fingers and pulled it the rest of the way out. She inserted the strip into another device next to his cot. The display lit up and some numbers and words flashed across the screen but Lion-O couldn't really understand what they meant.

"What is that?" he asked.

The kangaroo shrugged. "I call it my TechDoctor. It can read your vitals better than I ever could. It comes in useful when my patients are unconscious." She removed the strip and placed it back into the device on his wrist. "You're getting there. You'll probably up and moving around like normal this evening. I wouldn't suggest leaving this room for the rest of today though."

"What is this place?" Lion-O asked.

The kangaroo shock a finger at him. "Before you get too excited, I propose we have breakfast." She pressed a series of buttons underneath a speaker near what looked like a desk. It gave a crackled and then a voice came through.

"Hey, Nana, how's my lovely lady doing this morning?" said a male voice.

The kangaroo rolled her eyes. "Now, now Cyril, I'm old enough to be your mother."

The voice on the other laughed. "You don't look it! What can I do you for this morning?"

"I need two meals sent up to the sick bay," she said.

A short pause followed. "Two meals? This there some other man I should be worried about?" Cyril said jokingly.

"Cyril, just send me the food and keep it to yourself. Is that understood?" the kangaroo said sternly.

Finally in a serious tone, Cyril responded. "Understood. Your food will be there shortly." And with that, there was a click from the speaker.

She shook her head. She then sat down at the chair in front of her desk and looked at Lion-O. They sat there for a moment without speaking before Lion-O finally broke it.

"Um, so, where am I?" he asked.

She snorted before answering. "You are currently inside the Caterpillar. I'm this ship's doctor and everyone calls me Nana. Now, answer me this, who are you?"

"I'm Lion-O, Lord of the Thundercats," he stated proudly. Out of habit, he went to pad his hip where his sword normally was. He was alarmed to find that both the Sword of Omens and the Claw Shield were both gone. "Where's my sword?"

"We don't allow weapons to be carried while the ship is moving. Your sword is locked in the armory with the rest of the weapons. It'll be returned to you when you leave," Nana explained. Her tone suggested that the Sword of Omens was not going to be an exception to this rule.

Lion-O suddenly felt very naked without the weight of the Sword of Omens.

There was a knock on the door. Nana stood and said, "Lie back down and try not to move." Again, her tone left no room for argument so Lion-O obeyed.

From where he lay, he could see the door. When she opened it, a younger kangaroo stood outside. He looked up at Nana and asked eagerly, "Is the patient awake yet?"

Nana shook her head. "He regained consciousness for a bit but he's still too weak to leave this room." The younger kangaroo attempted to look around Nana but she blocked his view. "No visitors. I've made my position very clear. Now, send Cyril my thanks for breakfast." She took the trays that the young kangaroo was holding and then shut the door.

Lion-O sat up and Nana handed him one of the trays. It wasn't until Nana lifted the lid off her tray that Lion-O realized how hungry he was. He took the lid off his tray as well. There was some sort of thick soup as well as eggs.

"Tell me, Lion-O. What were you doing all by yourself in the middle of the desert?" Nana asked.

Lion-O paused. He wasn't quite sure what he wanted to say. The truth still stung too much to think about much less to actually say it out loud. He chuckled nervously, "I just got lost from my group and ran out of supplies. Thank you so much for saving me. I thought I was a goner out there."

Nana gave him a look which demonstrated that she knew he wasn't telling the truth. She was getting ready to ask him another question when there was a buzzing sound from the speaker in her wall. After placing her food down, she reached up to press one of the buttons.

"Sick Bay," she said.

"Nana!" shouted a voice through the speaker. "We have an injury in the engine room. We need you down here urgently."

"Alright, I will be there shortly," Nana answer. She pressed another button. "Well, looks like I'm going to have a cold breakfast." She began to gather supplies which she placed into a bag. "Lion-O, finish your food and stay here. I can't have you walking all over the ship just yet," she ordered. Nana then exited the sick bay leaving Lion-O to himself.

Lion-O's first thought was to just leave so he could locate the Sword of Omens and explore the Caterpillar in general. He really did have no idea where he was. But his stomach demanded that he eat more so he finished what little remained of meal. He placed the tray on the bed and stood on his feet. Lion-O was surprised to find how unsteady his legs were. Just how long had he been unconscious?

He opened the door and peaked outside. There was a long corridor that stretched for as far as he could see. Lion-O could make out the back of Nana as she walked away from the sick bay. He also saw other kangaroos walking up and down the hall. It was going to be tricky to sneak around in here.

Looking up, he could see a high rounded ceiling about 25 yards up and about every 50 yards Lion-O could see a door. The doorways themselves offered excellent hiding places for short periods of time. He decided to risk it. Lion-O chose the direction that was opposite of where Nana had gone.

Lion-O made it between two doorways when a familiar scent hit his noise. Any trained warrior would know that smell. The jeers and shouts that accompanied the smell confirmed what it was. Someone was brawling. He rushed quickly and quietly to the next doorway. He stood where he hoped he would be the least visible.

In the next room, he could see a bunch of kangaroos in a circle cheering. Inside the circle, there were two kangaroos boxing each other. From what Lion-O could tell, the older kangaroo was much more skilled than his younger opponent. The older fighter was letting the younger one tire himself out before landing the final blow.

It reminded Lion-O of the times when he and Tygra would spar as children. Tygra had always been bigger than Lion-O but the worse was when Tygra had started puberty and Lion-O hadn't. He had hated sparring Tygra during that time the most. The tiger had seemed impossibly tall and impossibly strong in those days.

Finally, the older kangaroo landed the final blow, knocking the younger one to the ground. The ones in the circle counted to ten. Then they cheered and the victor put his boxing glove covered hands in the air in celebration.

"Who's next!" he bellowed.

It wasn't long before a woman's voice was heard above the din. "I'll take you on, Burr."

Burr laughed deep in his chest. "You think you can beat me, Leopra."

"Talk is cheap, Burr. I'm just here to kick your butt," she said confidently.

Lion-O couldn't see her from his hiding place. The other kangaroos backed up to give the two warriors more room. They all backed up so far that they were touching the walls. This allowed Lion-O to see the challenger and he gasped. She was a cat!

**A/N**: **I was so excited to see the new show because I loved the original show as a child. I told my partner that I wanted to write a series of pretend episodes because there are no new episodes for the time being which also included a character I had come up for the old show. He encouraged me to do it so only time will tell how long I'll actually do this for.**

**Thank you very much for taking time out of your day to read my story. Please take just a few more minutes to write a review or leave me a comment. Thank you so much!**


	2. Chapter 2

"The Caterpillar: Chapter 2"

Disclaimer: I do not own Thundercats or any of its characters

Please Read and Review!

Lion-O couldn't believe it, there was a cat on this ship. He'd thought that everyone had perished when Thundera fell with the exception of himself and his traveling companions. He couldn't see her very well from his vantage point but he could easily tell that she was a leopard.

Burr and Leopra stood facing each other and shook hands. They both took a few steps back and got into fighting positions. Lion-O found it very interesting that Leopra was wearing boxing gloves similar to the kangaroos. A bell rang and the two rushed each other. Burr swung at her first, which Leopra easily dodged. Burr then spun so he could hit her in the side with his tail. Again, she dodged this by jumping straight into the air above the kangaroo's head. She came down with an attack blow which Burr blocked. He knocked her across the room where she landed on her feet.

Burr huffed. "You're getting really good, kitty cat."

"You're still better, old man," Leopra conceded. She positioned herself for round two when one of the kangaroos in the audience gasped.

Everyone turned to the kangaroo that had made the noise. He was on the far side of the room from Lion-O's vantage point. He was pointing across to the doorframe where Lion-O was crouching. He'd been discovered and now had to make a quick decision whether to run back down the corridor or to confront them. He decided to latter was preferable but before he stood up, a shadow fell over him.

"WHAT IS THIS!" Nana said furiously. She walked into the door way, her form was completely rigid with anger.

Lion-O noticed a kangaroo step in front of Leopra in an attempt to conceal her. Burr stepped to the front of the group. "Calm down, Nana. We're just letting off some steam. No harm was done," he said.

"NO HARM!" she shouted. "Let me explain something to you. We are not warriors, we are merchants. How do you expect to make a profit when your faces are all bruised? No one will buy from an animal with a bruised face."

Burr wasn't willing to back down just yet. "As head of security, it makes no sense to have my guards simply train. They need to spar to get some experience against a live opponent. Now more than ever since the engines have stalled. We both know that anything can happen in the Still."

Nana squinted her eyes and she scanned the room. "Not all of these are your security guards. Get back to your posts!"

The kangaroos all looked like punished children being sent to their rooms as they began to disperse. Lion-O could see Leopra trying to leave out the other door.

"LEOPRA!" bellowed Nana. Leopra's shoulders went stiff and she turned around slowly. Nana didn't say anything but pointed to the spot in front of her and Leopra quickly ran to stand there. Nana shook her head. "I knew I'd find you mixed up in all of this. This is your first expedition as second-in-command, you have to be on your best behavior or there won't be a second time."

Leopra went to grab her arm in embarrassment to find that she was still wearing her boxing gloves. She went to remove them and tossed them aside. "It's my job to observe the crew and to get involved where I am needed. I thought this was something I should get involved in."

Nana crossed her arms, clearly disappointed. "Curiosity killed the cat, Leopra. However, I'm guessing that's a trait all you cats share." Nana then turned her head and looked dead on at Lion-O. Her expression reminded him of how his father would look at him when he had gotten into trouble. She snapped her head to look at Leopra. "I have a job for you." Nana reached down and grabbed Lion-O by one of his ears, forcing him to stand up. "This is Lion-O, I think he would like a guided tour of the ship and once that is over, take him to meet Rue. Is that understood?"

Leopra's face lit up with excitement. "Of course!" she said enthusiastically.

Nana snorted and gave Leopra a look that seemed to remind the girl that she wasn't supposed to be excited. Lion-O could tell that she wanted to say something else but then thought better of it. Nana walked down the hall without another word.

In the silence that followed, Lion-O took the opportunity to actually look at Leopra. She looked young but she couldn't have been much younger than he was. Her dark brown hair was cropped short and close to her face. The rest of her fur was a light cream color with giant leopard spots on her arms and legs. Her eyes were bright green.

"I think old age is finally getting to her," Burr finally said, breaking the silence that had fallen over the group. "She's forgetting that she's no longer in charge around here."

"Burr, please," Leopra started.

"No, she has no right to talk to you like that. You outrank her and if one of her underlings talked to her like that, you know they would be washing the floors for a week," he continued.

"Burr! Not in front of the guests," Leopra said sternly. Burr nodded and silently went to a shelf to look for something. Leopra turned back to look at Lion-O, the excitement was barely contained in her eyes. "Hi, I'm Leopra," she said and stretched out her hand.

"I'm Lion-O, Lord of the Thundercats," he said. He reached to shake her hand but Leopra immediately put both of her arms in the air as though she were surrendering.

"Oh my goodness!" she exclaimed. "I had no idea! I didn't mean to offend you. Should I be bowing or something? I'm so sorry!" The panic in her voice was evident.

Lion-O was taken aback by this display. "No, it's okay," was all he could think of to say. He wasn't sure what to say next but then Burr saved him.

"A lord, eh. Never would've thought we were taking care of royalty," he said with a chuckle. "Kitty cat, get that torture device off his arm." He handed Leopra a small, flat but slightly rounded sheet of metal.

Leopra looked confused as she took the piece of metal. Lion-O looked at his arms and saw the TechDoctor was still strapped there. He'd completely forgotten about it. Initially, he had thought it was a benign item but now he was a little nervous. "Torture device?" he asked.

"Burr is being dramatic. Can I see your arm?" said Leopra. Lion-O held his arm up and Leopra gingerly gripped his upper arm. "Try to stay as still as possible." She carefully slipped the metal underneath the TechDoctor. She then reached down to her tool belt and pulled out a screwdriver.

"What does it do?" Lion-O asked.

Burr snorted. "Supposed to monitor your vitals but Nana's put a tranquilizer dart in there in case someone decides they want to go back to work before being discharged. Some of them are faulty and will go off with the slightest bump. So, you'll be walking along and then wake up a couple hours later with a gash on your head."

Leopra was carefully removing some screws from the side of the TechDoctor. She managed to remove a piece that was keeping the strap in place. "There we go," she said. She handed both the TechDoctor and the piece of metal back to Burr. "I have to go check in with Sal. I'll see you later, Burr." She then paused when she looked at Lion-O. "Um, do I address you as Lord Lion-O?"

"No, really, just call me Lion-O. Don't worry about formalities," he tried to assure her.

Leopra grinned. "Okay, Lion-O," she said hesitantly. "This way." She pointed down the hallway back towards the sick bay.

She had started to walk off when Burr coughed. Leopra looked back at him and he was holding a clip board with some papers taped to them. "Don't lose your focus too much, kitty cat," he said. She took it from and then went on her way with Lion-O following her.

They made it to the next door way when Leopra asked her first question, "What happened that caused you to run into the Still without proper supplies?"

Lion-O wasn't sure how to answer. He had seen his brother kissing the woman that he was starting to have feelings for. He had been so upset that he'd run down the mountain that the elephant village was located on. Once down there, he'd found a working motorized vehicle left behind by the lizards. He had just wanted to get away for a while and had ended up getting completely lost. Now, he felt like an idiot for his behavior.

Instead, he asked her a question, "What's the Still?"

Leopra's jaw dropped but she caught herself and quickly snapped it shut again. "The Still is a barren wasteland that is a maze of rocks. It literally takes days to cross it so you have to make sure you're prepared with food and a map otherwise you won't make it out the other side. We kangaroos are the best at it." She said the last bit with pride.

"Oh," he said. "Have you always lived with the kangaroos?"

Leopra nodded. "My father found me on the border of the cat's kingdom when I was very small. There was no one around so he decided to take me in and raise me as his own." There was a heavy pause but it passed quickly. "This is the Caterpillar. It is made up of twelve individual sections just like this. Each one is designated for a specific purpose including sick bay and the kitchen. There is a main engine room however each section has an auxiliary engine so it can move on its own for a limited amount of time."

"What about the armory? Where's that?" Lion-O asked remembering that he needed the Sword of Omens back. "I'd like to get my sword back."

"Unfortunately, we don't allow anyone to carry weapons on the ship. However, I can show you where it's kept if that'll ease your mind," Leopra explained. "First, I really need to check in with Sal. Our main engine stopped working and I need to find out how the repairs are going."

The two continued to walk down the length of the Caterpillar. Leopra kept explaining the different functions of each section until they reached the engine room. There were four kangaroos working diligently inside. Before entering, Leopra handed him a pair of goggles and put on a pair herself. She reached up to ring a bell. The smallest of the kangaroos looked up, her face was tense and clearly ready to snap at whoever had disrupted her. However, her face mellowed when she saw Leopra standing there.

The young kangaroo put her tools down and came to talk to Leopra. "You know, we have perfectly good communications system. Rue doesn't need to send you down here," said the kangaroo.

Leopra smiled. "Yes but we all know that you won't pick up when you have a problem to fix."

The other kangaroo didn't respond to that. "I see you're awake," she said directed at Lion-O. "I'm Sal, the ship's mechanic."

"I'm Lion-O, Lord of the Thundercats," said Lion-O.

Sal gave him an incredulous look. "I'm guessing Rue wants to know how things are progressing."

Leopra nodded. "He wants to get the ship moving as soon as possible."

Sal sighed heavily. "Look, tell him that it isn't going to happen anyway time soon. There are key parts missing. We've been trying to bypass them but whoever sabotaged the engine did a good job."

"Sabotage?" Lion-O asked.

Sal nodded. "We have a traitor in our midst."

**A/N: I hope you all enjoyed chapter two! Hopefully I'll have the next chapter done soon. Please read and review!**


	3. Chapter 3

"The Caterpillar: Chapter 3"

Disclaimer: I do not own Thundercats or any of its characters.

Please Read and Review!

"Sabotage? Are you sure?" Leopra asked.

Sal nodded gravely. "Here, let me show you what I mean."

She motioned for Leopra to follow her to a panel a little ways away. Lion-O made to follow the two but then he felt a hand lightly tap him on the arm. He turned to see one of the assistant mechanics standing just out of eyesight of where Leopra and Sal had walked to. He was a young kangaroo and covered in dirt and oil from the engine.

"Hey, I need to talk to you," said the assistant in a hushed voice. Lion-O went to open say something to the assistant who immediately shushed him. "Don't talk; just listen to what I have to say. You are in grave danger because someone in our crew is out to get you. Tell Leopra that you want to meet the captain when she comes back and he'll get you out of here safely before any trouble starts. And here, this belongs to you but don't take it out of the bag."

The assistant handed Lion-O a black cloth bag. He could immediately tell that it contained the Sword of Omens and the Claw Shield. Lion-O then turned toward the assistant in order to ask him for more details.

"I don't know anything else. Also, don't tell Leopra about this conversation," said the assistant. He then vanished back into the machinery that made up the engine without another word.

Lion-O looked behind him and suddenly realized how exposed the interior of this ship was. If the Caterpillar had been lying straight, it would be easy to see straight from one end to the other. He could see about five compartments away because the ship was making a slight turn when it stopped. He also had no idea who would be after him. He suddenly felt very nervous.

"Hey!" Leopra said startling Lion-O a bit. "We have to go see Rue now." She point back to where they came from.

Remembering what the assistant had told him, Lion-O spoke up. "How about we go see the captain instead?"

Leopra looked confused. "Rue is the captain. Come on, we got to hurry though. Something is very wrong and we need to get it sorted quick." Leopra took off down the corridor in a brisk pace but not running.

Lion-O followed her quickly. Even though the two were moving briskly, it felt like the longest walk he had ever taken. He had that nagging feeling that someone was watching him. He tried not to but he kept glancing over his shoulder to see if there was anyone trying to attack from behind. He was grateful that he finally had the Sword of Omens by his side.

The two cats finally reached the front most section of the Caterpillar. Leopra walked through the door and waved Lion-O through. She checked to see if anyone else was in the section before shutting the door. She then ran to where a large male kangaroo was sitting and monitoring a screen.

"Rue, someone sabotaged the engines," Leopra announced. "A fuel valve is missing as well as a couple of circuits and wires were also cut. Sal says that we aren't going to be able to go anywhere until we find at least some of those pieces. She can't bypass them."

Rue snorted. "Leopra, did you forget your manners?" he said calmly.

Leopra looked absolutely shocked. She clearly had no clue what he was referring to. "But the ship…" she said hesitantly. She then glanced over to Lion-O and realization crossed her features. "Are you serious, Rue? We have a serious situation on our hands and you want me to introduce our guest properly!"

Rue stood up. There was an unspoken argument between the captain and his second in command. Rue's expression softened and then he turned to Lion-O. "Welcome to the Caterpillar, Lion-O Lord of the ThunderCats. I'm Captain Rue of the Outlands and the Eldest Son of Rowan the Pathfinder. You're already acquainted with my sister, Leopra. I hope your stay with us has been pleasant."

Lion-O nodded. "Well, it certainly hasn't been boring," he said. "Wait, did you say sister?"

"I know, the family resemblance is striking," said Rue with a deep laugh.

Leopra stomped her foot. "Rue, please. We have a problem that needs to be addressed," she said clearly aggravated but was trying to keep her temper down.

"Look, we can find the saboteur at our leisure but we have a bigger problem on our hands," he motioned to the monitor that he had been looking at. There was a map of the surrounding area displayed and on it was a set of green lights which Lion-O assumed to be the Caterpillar. Then there were a bunch of red lights that were fast approaching on their position.

"What are those?" asked Lion-O.

"I'm not sure. I've been trying to make contact but they've been ignoring my attempts. I'd wager half the cargo that it is a group of lizards. This one has the same radio frequency that General Slithe likes to use," Rue said.

"Why is he out here?" Leopra asked as she looked at the monitor. "They're approaching fast. I don't think they're here on business."

Rue nodded slowly. "I have to agree with you." There was a number pad with a speaker next to the monitor and Rue punched in a code. "Hey, Burr," he said into the speaker. There was no response. "Hey! Burr, where are you?" Again, there was silence on the radio. "Where the hell is that guy!"

Leopra immediately jumped in. "I'll go see where Burr is." With that she went running out the door.

"Wait!" Rue shouted after her.

"I'll call when I find out what happened," she shouted back and then she was gone.

Rue cursed under his breath. "That girl needs to learn to slow down," he said. "Well, there goes my plan. Sorry, I was going to try to get you out of here before the lizards arrived but I can't let you go into the Still by yourself."

"That's okay. ThunderCats don't run from a fight," Lion-O said confidently.

Rue shrugged. "That might be good but there's only one ThunderCat here. The rest of us are merchants, not warriors. Do you think you can take a dozen of them on your own?"

The reality of the situation hit Lion-O. This was a group of merchants. Sure, they had some security but there were only a couple of them and they would have no chance against a dozen well trained warriors.

"Whiskers."

**A/N: Yea, this chapter is a little short but I hope you all enjoy it anyway. I love the comments I've been getting from you all. Thank you for reading! Please leave me a review. Now, to write the next chapter. **


	4. Chapter 4

"The Caterpillar: Chapter 4"

Disclaimer: I do not own ThunderCats or any of its characters.

Please Read and Review!

Lion-O was desperately wishing that he had paid more attention to his military tactics lessons. Or that either Tygra or Panthro were here to help, this was more their skillset than his. He saw Rue impatiently looking at the speaker he had used in his attempt to contact Burr earlier.

Rue tapped a few buttons near the speaker and it crackled in response. "You there yet?" he said.

"Here," said Leopra, her breathing was heavy. "Things are a lot worse than-" and she said nothing else. There was a thump and then the sound of a body hitting the floor.

"Leopra!" shouted Rue. "Leopra! Answer me!"

There was a click on the other end of the speaker.

Lion-O's immediate reaction was to touch the Sword of Omens, which he realized was still in the bag he'd been handed earlier. He desperately wanted to take it out but then thought better of it. The time didn't seem right.

The captain looked frightened and confused. It was readable on his face that millions of thoughts were racing through his mind. Rue then went racing out of the bridge and down the hallway. Without giving it much thought, Lion-O went after him.

About four sections down, they came across Burr lying on the floor. He was clearly unconscious. Rue quickly ran to his side. He lifted the security officer up and shook him.

"Burr! What happened? Where's Leopra?" shouted Rue, the panic evident in his voice.

Burr groaned. He was able to sit up under his own power. He then put his hand to his head and groan.

"What happened?" Rue insisted.

"Someone hit me over the back of the head," he said. Then he looked at his surroundings. "They must've been dragging me somewhere because I wasn't here before." He groaned again.

Rue then left Burr's side and walked further down the corridor, looking frantically for Leopra.

"What's going on?" Burr asked Lion-O.

"There's a group of lizards approaching and Leopra's gone missing," Lion-O explained.

Burr scrunched up his noise at the mention of lizards. "You any good in a fight?" he asked.

"I can hold my own," Lion-O responded.

"Good, I'm glad I smuggled that sword out of the armory for you then," Burr said. He stood up and brushed himself off.

"You smuggled? But why?" Lion-O asked.

Burr shrugged. "Don't we have more pressing things to do right now?" He turned to a communications panel and pressed some of the buttons. "Attention. We are going to have an encounter with lizards soon. I want all free hands to meet me at the armory to be issued a weapon," he said and his voice echoed throughout the entire ship.

After turning off the speaker, Burr used a key to open panels in the walls to reveal a cache of weapons. Kangaroos started coming in to the area and not all of them were the security guards. There were some wearing chef's hats, the mechanics, and one who was clearly a nurse. The security guards simply grabbed their gear and stood off to one side, with the exception of Burr and one other. It was all very orderly until Sal, the head mechanic, tried to get the other security officer to issue her a weapon.

"Sal, you're not going out there," said the security officer sternly.

Sal just stared the officer down. "Mik, you are going to give me a weapon. We need all the help we can get." She held out her hands expectantly.

A third kangaroo, which Lion-O recognized has giving him the Sword of Omens in the engine room, stepped in between them with his hands raised. "You two, this isn't the time to argue," he said.

"Kam, stay out of this," the other two shouted.

Another security officer was standing next to Lion-O checking his gun. He sighed loudly at the exchange. "Sibling rivalry," he said, under his breath.

Lion-O turned to look at him. "What did you say?"

"Sorry, just thinking how even though there's a crisis on our hands, us siblings still manage to fight. I'm just thankful that not all seven of us are posted on this ship," he grinned.

Lion-O watched Sal and Mik go back in forth for a few moments with Kam desperately trying to placate them. It reminded him of how he and Tygra would argue. It was strange to watch this behavior from the outside. It made him feel childish and very embarrassed for the past few arguments they had had.

The kangaroo next to Lion-O shook his head in dismay. "Seriously, I'm embarrassed to be related to them."

Burr spoke up. "Dun, shut your mouth!" he snapped at the officer. "Mik, give your sister a gun! Kam, stop your whining! Sal, go find Rue and bring him back here!"

The three males went silent. Sal, however, took her newly acquired gun from Mik and then stood to challenge Burr. "Dad, why am I the only one you're sending away?" she asked.

Burr put a hand on Sal's head and patted her. "Rue is very upset because Leopra is missing. As his wife, I need you to calm him down as best you can. We're in a tough spot and we'll need his leadership to make it through," he explained calmly.

Sal relaxed and nodded. "Okay, be careful out there." She turned to look at each of her brothers and back to her father. She then left the corridor to go find Rue.

After she was gone, Burr turned to look at the ten kangaroos he had assembled. "I'm not a man of many words," he said. "Just, watch each other's backs and make sure you have the safety off of your guns." He nodded sagely as he turned to lead the group outside.

Outside, Lion-O saw the Still for the first time. It really was a barren wasteland. It was gray dirt with the occasional rock as far as the eye could see. The only unique thing on the horizon was the small group of lizards sitting out there.

Lion-O felt his gut drop even further when he saw that they had one of those horrible giant Technology mechs with them. He could not let this happen. The kangaroos were going to get slaughtered, there had to be something he could do to stop it. He tightened his grip on the Sword of Omens.

Burr marched his men out to meet the small band of twelve lizards. Slithe walked out in front of them almost causally and without a weapon in his hand. Burr stood to meet Slithe with Mik and Dun flanking his two sides.

"We have no quarrel with the lizards. Why are you here?" Burr demanded.

Slithe looked confused. "We received a transmission from your ship. You have a ThunderCat and are willing to sell him for a negotiated price. We have your money now hand him over," Slithe explained as he gestured towards Lion-O.

Burr looked around at the kangaroos around him. "I don't know what you're talking about. We don't sell animals under any circumstances. Now, if you don't have any other business here, I suggest you leave."

Slithe just grinned and motioned to one of his men behind him. The mech fired the cannon on its shoulder. The group watched as the shot went over their heads and directly at the Caterpillar. The shot hit the top of one section. It did not destroy the section but it took off the entire top. The entire group of kangaroos gasped in horror.

"The next shot will be a direct hit. Now, hand him over," Slithe demanded smugly. He clearly expected the kangaroos to roll over without anymore resistance.

Without any warning, Mik let his gun swing off his shoulder by its strap and punched Slithe in the face so hard that he went flying back about five feet. Then everything went crazy. The kangaroos and lizards all drew the weapons and started firing. Lion-O immediately started looking for a way to get in closer to the lizards so he could draw his sword. Then, someone grabbed his arm and pulled him behind a rock to avoid the enemy fire. He looked over to see Kam now crouching to get in a good shot.

"Pretty silly of you to bring a sword to a gun fight," he said.

"It hasn't let me down yet," Lion-O said. "Can you give me cover fire so I can get in closer?"

Kam gave him a lazy salute. "Yes, indeed I can. We can use those rocks out there as cover too." He pointed to some other boulders poking out of the ground.

Lion-O readied the Sword of Omens and waited for an opportunity to rush the lizards. Finally, he saw it. The lizards were focusing their fire away from where Kam and he were hiding. "Now!" he screamed.

The two rushed out of their hiding place, Kam in the lead firing his gun as they went. Once close enough, Lion-O slashed at the nearest lizard and only managed to graze his arm. The lizard jumped back and turned to shoot Lion-O when Kam punched him in the face hard enough to knock him out.

Lion-O turned to thank him when he saw another lizard ready its gun at Kam. He rushed the solider but it managed to get off a poorly aimed shot right before Lion-O was able to slash the gun in half and it exploded. Kam screamed as the laser beam caught him in the arm. He grabbed the wound and fell to his knees.

A deafening bang and a flash went off near the Caterpillar that caught everyone off guard. There was a pause in the fighting and a booming voice was heard from the speakers of the Caterpillar.

"Drop your weapons. There has been a grave misunderstanding," said the voice of Nana.

After scanning the battlefield, Lion-O could see her walking towards the middle where the fighting had now stopped. Behind her was another younger kangaroo with Leopra bound hand and foot draped over his shoulder.

"General Slithe," Nana said very businesslike. "I'll make a deal with you in exchange for our indiscretion. How about I give you two ThunderCats for the price of one?"

The other kangaroo dropped Leopra unceremoniously to the ground for Slithe to see.

"It's a good bargain, don't you think?" Nana asked.

**A/N: Again, thank you all for your lovely comments and reviews. I've been writing this for fun and I'm so happy that someone else is enjoying my story besides my partner and myself. Thank for you time and please review this chapter as well.**


	5. Chapter 5

"The Caterpillar: Chapter 5"

Disclaimer: I do not own ThunderCats or any of its characters.

Please Read and Review!

"It's a good bargain, don't you think?" Nana asked. She motioned for the other kangaroo to bring Leopra to the center of the battlefield. The stunned kangaroos made room for them to pass until Nana was standing in the middle of group. The kangaroo holding Leopra dropped her on the ground again so the cat was sitting facing Slithe.

"Ouch! That hurt!" shouted Leopra.

Nana smacked Leopra across the thigh. "Silence! You worthless creature."

Lion-O heard Kam gasp in horror. All the color had drained from his face and he looked like he was going to be sick. Lion-O turned back to watch the deal going on in front of him.

Slithe rubbed his hand on his chin, thinking over Nana's proposal. He stepped towards Nana and the center of the battlefield to take a better look at Leopra. He grunted and grinned broadly. "We'll take them both … but free of charge," he said loudly.

Nana stepped up and said sternly, "That's not what we agreed on."

Slithe brought his gun up and pointed it directly at her. Nana didn't even flinch. She clearly thought that the threat was an idle one. Slithe shifted slightly and shot her accomplice in the chest. He fell to the ground in a heap. Leopra screamed in horror.

Realization passed over Nana's face as she realized who exactly she was dealing with. She turned to run away from Slithe. Again, the lizard leveled his gun and shot her in the back. Nana fell forward and did not move when she hit the ground. Slithe just chuckled.

"Fools," he said. Slithe looked at Leopra who was attempting to get away from him.

Even though Lion-O knew he was too far away to do anything useful, he still knew he had to try something. He brandished the Sword of Omens but before deciding on a course of action, Slithe reached out and grabbed Leopra by the hair. He pulled her towards him and then aimed his weapon directly at her head.

"Now, Lord of the ThunderCats, sheath your sword or I won't hesitate to kill her," he announced.

"Don't-" Leopra tried to cry out but Slithe shook her violently and it turned into a pained yelp.

Immediately, Lion-O sheathed the Sword of Omens and put his hands up above his head. He growled in displeasure.

"That goes for you kangaroos as well," Slithe ordered.

Some of the kangaroos immediately dropped their weapons but others, like Burr, clenched them tighter.

"What are you waiting for? Drop them!" Slithe said again. He shook Leopra again in a threatening manner.

This time she didn't cry out. Slithe looked at her confused. Leopra had somehow managed to get one of her feet free from her binds. From her position, she managed to deliver a swift kick to Slithe's stomach. He toppled over bringing Leopra with him because he did not let go of her hair. They landed in a heap on the ground. Leopra continued to kick the lizard trying to get herself free.

The lizards and the kangaroos all looked at each other. None of them was quite sure what to do next. Should they watch the tussle going on in front of them? Should they help? Should they fight each other?

"Stop being standing there with your mouths hanging open!" screamed Leopra. "Fight! Show them who they're messing with!"

Suddenly, Burr's laughter could be heard across the group of animals. "Atta girl, kitty cat," he shouted. He then took his gun and hit the nearest lizard with the butt.

The two groups started fighting again. Lion-O reached to unsheathe the Sword of Omens again. His fingers wrapped around the hilt when Kam placed a hand on his elbow. Lion-O looked at him confused.

"Help Leopra. She can't get her arms free," Kam said.

Lion-O looked back to where Leopra was still fighting off Slithe. It would've been almost comical if Lion-O hadn't been aware of how deadly Slithe could be. Leopra had been unable to get up off the ground from when they had fallen over because her hands were still tied behind her back. Her only course of action was to keep Slithe down as well using only her feet. She kept landing swift kicks to his abdomen and legs designed to keep him for standing up.

Lion-O looked at Kam. "Alright, leave it to me," he said reassuringly.

Unsheathing the Sword of Omens once again, Lion-O began to make his way through the lizards to Leopra. It felt like an eternity but it could have only been a few minutes when Lion-O reached Leopra's side. He reached to undo Leopra's bindings but she cut him off.

"Get rid of the gun first!" she ordered.

Just out of Slithe's reach was his laser pistol. Lion-O easily grabbed it up and threw it as far away as he could. Slithe scampered after it. Lion-O went to Leopra's side again and this time she put up no protest as he cut through her bonds with the Sword of Omens.

Without thanking him, she rushed after Slithe's pistol as well. Unfortunately, Slithe got there first. He turned the weapon on her. Lion-O reached out and grabbed Leopra's forearm letting him pull her out of the way of the blast just in time. He thrust the Sword of Omens forward and was able to skewer the gun on it. Slithe let out a shout.

Suddenly, Lion-O had Slithe at his mercy. Have never been in this position, he wasn't sure what he should do.

The decision was taken from him when the chest of the lizard's tech mecha exploded. Everyone scattered out of its way as it fell over.

"That's enough!" Rue's voice carried over the battlefield.

He had an oversized missile launcher on one shoulder. He dropped it to the ground where it landed with a loud thud. He walked through the group of lizards and kangaroos to stand before Slithe. Rue gently pushed Lion-O and Leopra aside so he could stand alone in front of the lizard leader.

"I am Captain Rue of the Outlands, Eldest Son of Rowan the Pathfinder," he announced. "Retreat now and I'll be inclined to forget this attack."

Clearly, the name carried some weight because Slithe got visibly nervous. After thinking about this for just a moment, he waved to his men. "Retreat!" he shouted. The lizards looked at each other before picking up their weapons and running off into the distance.

A quiet relief settled over the kangaroos. "Everyone, get the wounded back to the Caterpillar," Rue ordered. He turned to Leopra and put his hand on her head. "I'm glad you are alive. Go inside and take care of your wounds."

Leopra nodded gravely. She began a slow walk back to the ship. As she walked past the bodies of Nana and her accomplice, she stopped and looked at them sadly. It was obvious that the accomplice was dead but Nana suddenly coughed. She tried to sit up and glared at Leopra.

"You," Nana coughed. "You are filth! How dare you pretend to be one of us while your kind kills without discretion?" Nana spat at Leopra. "You should have died with the rest of the cats."

The look on Leopra's face was unreadable. She then kneeled in front of Nana and gently reached out to touch the kangaroo's shoulder. "I forgive you, Grandmother," she whispered.

Nana shoved Leopra's hand from her shoulder. "How dare you touch me!" she screamed.

Leopra did not say anything else, she just stood and walked back to the ship.

**A/N: Sorry this chapter took so long. Real life has a way of taking me away from writing fanfiction at times. Anyway, I hope you enjoyed reading this chapter. I look forward to reading your comments. Thank you!**


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